SCIENCE DYNAMICS CORPORATION
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "AGREEMENT") made as of the last date set
forth on the signature page hereof between Science Dynamics Corporation, a
Delaware corporation with offices located at 0000 X. Xxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "COMPANY"), and the undersigned (the
"SUBSCRIBER").
WHEREAS, pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the "SECURITIES ACT"), and Rule 506 promulgated thereunder, the Company
desires to sell up to $2,000,000 of units (the "UNITS") of the Company, in a
private placement (the "PRIVATE PLACEMENT") on the terms and conditions set
forth herein;
WHEREAS, each Unit shall have a subscription price of $6.00 and is
comprised of: (i) one hundred shares of the Company's common stock, $.01 par
value per share ("COMMON STOCK"), and (ii) a warrant to purchase fifty shares of
Common Stock with an exercise price of $0.12 per share, exercisable for a period
of five years, in the form attached hereto as Exhibit A (each a "WARRANT" and
collectively, the "WARRANTS") (the Common Stock, the Warrants and the Common
Stock issuable upon exercise of the Warrants are sometimes collectively referred
to herein as the "SECURITIES"; and
WHEREAS, the Subscriber desires to purchase that number of Units set
forth on the signature page hereof on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
I. SUBSCRIPTION FOR SECURITIES; PURCHASE PRICE AND CLOSING
In consideration of and in express reliance upon the
representations, warranties, covenants, terms and conditions of this Agreement,
the Subscriber hereby irrevocably subscribes for and agrees to purchase from the
Company such number of Units, and the Company agrees to sell to the Subscriber
such number of Units, as is set forth on the signature page hereof. The closing
of the purchase and sale of the Units under this Agreement shall take place at
the offices of the Company (the "CLOSING") at 10:00 a.m. on April 28, 2006 or at
such time and on such date as the Subscriber and the Company may agree upon. At
the Closing, the Company shall deliver or cause to be delivered to each
Subscriber: (a) a certificate registered in the name of the Subscriber
representing the number of shares of Common Stock as is set forth opposite the
name of such Subscriber on the signature page hereof; (b) a Warrant registered
in the name of the Subscriber to purchase such number of shares of Common Stock
as is set forth opposite the name of such Subscriber on the signature page
hereof; and (c) a copy of this Agreement countersigned by the Company. The
Closing is expressly conditioned upon the Company signing and delivering a copy
of this Agreement to the Subscriber.
II. REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER
The Subscriber represents, warrants and agrees as follows:
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2.1 RELIANCE ON EXEMPTIONS. The Subscriber acknowledges that
the Private Placement has not been reviewed by the United States Securities and
Exchange Commission (the "COMMISSION") or any state agency because it is
intended to be a nonpublic transaction exempt from the registration requirements
of the Securities Act and state securities laws. The Subscriber understands that
the Company is relying upon the truth and accuracy of, and the Subscriber's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Subscriber set forth herein in order to determine the
availability of such exemption and the eligibility of the Subscriber to purchase
the Securities.
2.2 INVESTMENT PURPOSE. The Subscriber represents that the
Securities are being purchased for its own account, for investment purposes only
and not for distribution or resale to others in contravention of the
registration requirements of the Securities Act. The Subscriber agrees that it
will not sell or otherwise transfer the Securities unless they are registered
under the Securities Act or unless an exemption from such registration is
available.
2.3 ACCREDITED INVESTOR. The Subscriber represents and
warrants that it is an "accredited investor" as such term is defined in Rule 501
of Regulation D promulgated under the Securities Act, and that it is able to
bear the economic risk of any investment in the Securities. The Subscriber
represents that if an individual, he has adequate means of providing for his or
her current needs and personal and family contingencies and has no need for
liquidity in this investment in the Securities. The Subscriber has no reason to
anticipate any material change in his or her personal financial condition for
the foreseeable future. The Subscriber further represents and warrants that the
information furnished in the accompanying accredited investor questionnaire,
which is attached hereto as Exhibit B, is accurate and complete in all material
respects.
2.4 INTEREST IN UNITS. The Subscriber represents that the
funds provided for this investment in the Units are either separate property of
the Subscriber, community property over which the Subscriber has the right of
control, or are otherwise funds as to which the Subscriber has the sole right of
management. The Subscriber is purchasing the Units with the funds of the
Subscriber and not with the funds of any other person, firm, or entity and is
acquiring the Units for the Subscriber's account. No person other than the
Subscriber has any beneficial interest in the Units being purchased hereunder.
2.5 RISK OF INVESTMENT. The Subscriber understands and
acknowledges that the purchase of the Securities involves a high degree of risk
in that: (a) an investment in the Company is highly speculative and only
investors who can afford the loss of their entire investment should consider
investing in the Company and the Securities; (b) the Securities will be
"restricted securities" (as defined in Securities Act Rule 144(a)(3)) and may
not be resold unless they are registered under the Securities Act or an
exemption from registration is available; (c) the Subscriber does not have the
protection of Section 11 of the Securities Act; (d) the Company has recently
abandoned a public offering by filing a request to withdraw its Form SB-2
registration statement (SEC File No. 333-128142), which withdrawal was effective
upon filing on March 27, 2006; and (e) the Company may require substantial
additional funds to operate its business and subsequent equity financings will
dilute the ownership and voting interests of the Subscriber.
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2.6 PRIOR INVESTMENT EXPERIENCE. The Subscriber acknowledges
that it has prior investment experience and that it recognizes the highly
speculative nature of this investment.
2.7 INFORMATION. The Subscriber acknowledges careful review of
this Agreement as well as the Company's filings with the Commission, as required
pursuant to the Securities and Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), which are available on the Internet at xxx.xxx.xxx (collectively, the
"DISCLOSURE MATERIALS"), all of which the Subscriber acknowledges have been made
available to him. The Subscriber has been given the opportunity to ask questions
of, and receive answers from, the Company concerning the terms and conditions of
this Private Placement and the Disclosure Materials and to obtain such
additional information, to the extent the Company possesses such information or
can acquire it without unreasonable effort or expense, necessary to verify the
accuracy of same as the Subscriber reasonably desires in order to evaluate the
investment. The Subscriber understands the Disclosure Materials, and the
Subscriber has had the opportunity to discuss any questions regarding any of the
Disclosure Materials with his counsel or other advisors. Notwithstanding the
foregoing, the only information upon which the Subscriber has relied is that set
forth in the Disclosure Materials. The Subscriber has received no
representations or warranties from the Company, its employees, agents or
attorneys in making this investment decision other than as set forth in the
Disclosure Materials. The Subscriber does not desire to receive any further
information.
2.8 NO REPRESENTATIONS. The Subscriber hereby represents that,
except as expressly set forth in this Agreement, no representations or
warranties have been made to the Subscriber by the Company or any agent,
employee or affiliate of the Company, and in entering into this transaction the
Subscriber is not relying on any information other than that contained in the
Disclosure Materials and the results of independent investigation by the
Subscriber.
2.9 TAX CONSEQUENCES. The Subscriber acknowledges that the
Private Placement may involve tax consequences and that the contents of the
Disclosure Materials do not contain tax advice or information. The Subscriber
acknowledges that it must retain its own professional advisors to evaluate the
tax and other consequences of an investment in the Units.
2.10 TRANSFER OR RESALE. The Subscriber understands and hereby
acknowledges that the Company is under no obligation to register the Securities
under the Securities Act except as contained herein. The Subscriber consents
that the Company may, if it desires, permit the transfer of the Units out of the
Subscriber's name only when the Subscriber's request for transfer is accompanied
by an opinion of counsel reasonably satisfactory to the Company that neither the
sale nor the proposed transfer results in a violation of the Securities Act or
any applicable state "blue sky" laws.
2.11 LEGENDS. The Subscriber understands that the certificates
representing the Securities, until such time as their resale has been registered
under the Securities Act, shall bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of such
certificates or other instruments):
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF
COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
The legend set forth above shall be removed and the Company
shall issue a certificate without such legend to the holder of the Securities
upon which it is stamped, if (a) such Securities are being sold pursuant to a
registration statement under the Securities Act, (b) such holder delivers to the
Company an opinion of counsel, in a reasonably acceptable form, to the Company
that a disposition of the Securities is being made pursuant to an exemption from
such registration, or (c) such holder provides the Company with reasonable
assurance that a disposition of the Securities may be made pursuant to the Rule
144(k) under the Securities Act without any restriction as to the number of
Securities acquired as of a particular date that can then be immediately sold.
2.12 NO GENERAL SOLICITATION. The Subscriber represents that
it was not induced to invest by any form of general solicitation or general
advertising including, but not limited to, the following: (a) any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar media or broadcast over the news or radio; and (b) any seminar or
meeting whose attendees were invited by any general solicitation or advertising.
2.13 VALIDITY; ENFORCEMENT. If the Subscriber is a
corporation, partnership, trust or other entity, the Subscriber represents and
warrants that: (a) it is authorized and otherwise duly qualified to purchase and
hold the Units; and (b) that this Agreement has been duly and validly
authorized, executed and delivered and constitutes the legal, binding and
enforceable obligation of the Subscriber. If the Subscriber is an individual,
the Subscriber represents and warrants that this Agreement has been duly and
validly executed and delivered and constitutes the legal, binding and
enforceable obligation of the Subscriber.
2.14 ADDRESS. The Subscriber hereby represents that the
address of the Subscriber furnished by the Subscriber at the end of this
Agreement is the Subscriber's principal residence if the Subscriber is an
individual or its principal business address if it is a corporation or other
entity.
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III. REPRESENTATIONS BY AND COVENANTS OF THE COMPANY
The Company represents, warrants and agrees as follows:
3.1 ORGANIZATION. The Company is duly organized and validly
existing in good standing under the laws of the State of Delaware. The Company
has full power and authority to own, operate and occupy its properties and to
conduct its business as presently conducted, and is registered or qualified to
do business and in good standing in each jurisdiction in which the nature of the
business conducted by it or the location of the properties owned or leased by it
requires such qualification and where the failure to be so qualified would have
a material adverse effect upon the Company's financial condition (a "MATERIAL
ADVERSE EFFECT"), and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such
power and authority or qualification.
3.2 DUE AUTHORIZATION AND VALID ISSUANCE. The Company has all
requisite power and authority to execute, deliver and perform its obligations
under this Agreement, and when executed and delivered by the Company this
Agreement will constitute a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, except as rights
to indemnity and contribution may be limited by state or federal securities laws
or the public policy underlying such laws, and except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally, and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law). The securities which comprise the Units to be sold pursuant
to this Agreement have been duly authorized, and when issued and paid for in
accordance with the terms of this Agreement will be duly and validly issued,
fully paid and nonassessable
3.3 NONCONTRAVENTION. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby will not:
(a) conflict with or constitute a violation of, or default (with the passage of
time or otherwise) under (i) any material bond, debenture, note or other
evidence of indebtedness, lease, contract, indenture, mortgage, deed of trust,
loan agreement, joint venture or other agreement or instrument to which the
Company is a party or by which it or any of its properties are bound, or (ii)
the charter, bylaws or other organizational documents of the Company or any
subsidiary; or (b) result in the creation or imposition of any lien,
encumbrance, claim, security interest or restriction whatsoever upon any of the
material properties or assets of the Company or an acceleration of indebtedness
pursuant to any obligation, agreement or condition contained in any material
bond, debenture, note or any other evidence of indebtedness, indenture,
mortgage, deed of trust or any other agreement or instrument to which the
Company is a party or by which it is bound or to which any of the material
property or assets of the Company is subject.
3.4 NO VIOLATION. The Company is not: (a) in violation of its
charter, bylaws or other organizational document; or (b) in default (and there
exists no condition that, with the passage of time or otherwise, would
constitute a default) in any material respect in the performance of a material
agreement or instrument to which the Company is a party or by which the Company
is bound or by which the properties of the Company are bound, that would be
reasonably likely to have a Material Adverse Effect. The business of the Company
is not being conducted, and shall not be conducted so long as the investors own
any of the Units, in violation of any law, ordinance, rule, regulation, order,
judgment or decree of any governmental entity, court or arbitration tribunal,
except for possible violations the sanctions for which either singly or in the
aggregate would not have a Material Adverse Effect.
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3.5 LEGAL PROCEEDINGS. Except as otherwise disclosed in the
Disclosure Materials, there is no action, suit, proceeding, or to the knowledge
of the Company, inquiry or investigation before or by any court, public board,
governmental agency or authority, or self-regulatory organization or body
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its directors or officers in their capacities as such, wherein
an unfavorable decision, ruling or finding would have a Material Adverse Effect
or would adversely affect the Private Placement or that would adversely affect
the validity or enforceability of, or the authority or ability of the Company to
consummate the Private Placement.
3.6 GOVERNMENTAL PERMITS, ETC. The Company has all necessary
franchises, licenses, certificates and other authorizations from any foreign,
federal, state or local government or governmental agency, department, or body
that are currently necessary for the operation of the business of the Company as
currently conducted, except where the failure to currently possess could not
reasonably be expected to have a Material Adverse Effect.
3.7 INTELLECTUAL PROPERTY. (a) The Company owns or possesses
sufficient rights to use all material patents, patent rights, trademarks,
copyrights, licenses, inventions, trade secrets, trade names and know-how
(collectively, "INTELLECTUAL PROPERTY") as owned or possessed by it, or that are
necessary for the conduct of its business as now conducted or as proposed to be
conducted, except where the failure to currently own or possess would not have a
Material Adverse Effect, (b) the Company has not received any notice of, or has
any knowledge of, any asserted infringement by the Company of, any rights of a
third party with respect to any Intellectual Property that, individually or in
the aggregate, would have a Material Adverse Effect, and (c) the Company has not
received any notice of, or has no knowledge of, infringement by a third party
with respect to any Intellectual Property rights of the Company that,
individually or in the aggregate, would have a Material Adverse Effect.
3.8 FINANCIAL STATEMENTS. The financial statements of the
Company included in the Company's filings with the Commission have been prepared
in accordance with U.S. generally accepted accounting principles, consistently
applied, during the periods involved (except as may be otherwise indicated in
such financial statements or the notes thereto, or in the case of unaudited
interim statements, to the extent they do not include footnotes or are condensed
or summary statements) and fairly present in all material respects the
consolidated financial position of the Company and its consolidated subsidiaries
as of the dates thereof and the consolidated results of their operations and
cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal, immaterial year-end audit adjustments). Except as set
forth in the financial statements of the Company included in the Company's
filings with the Commission, the Company has no liabilities, contingent or
otherwise, other than (a) liabilities incurred subsequent to the date of such
financial statements in the ordinary course of business consistent with past
practice and (b) obligations under contracts and commitments incurred in the
ordinary course of business and not required under U.S. generally accepted
accounting principles to be reflected in such financial statements, in each case
that, individually or in the aggregate, are not material to the financial
condition, business, operations, properties, operating results or prospects of
the Company and its subsidiaries taken on a whole.
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3.9 DISCLOSURE. None of the representations and warranties of
the Company appearing in this Agreement contains, or on any closing date will
contain, any untrue statement of a material fact or omits, or on any closing
date will omit to state any material fact required to be stated herein or
therein in order for the statements herein or therein, in light of the
circumstances under which they were made, not to be misleading.
IV. REGISTRATION RIGHTS
The Company agrees that if, at any time after the date hereof
the Company shall determine to file with the Commission a registration statement
(the "REGISTRATION STATEMENT") relating to an offering for its own account or
the account of others under the Securities Act of any of its equity securities
(other than on Form S-4 or Form S-8 or their then equivalents relating to equity
securities to be issued solely in connection with an acquisition of any entity
or business or equity securities issuable in connection with employee benefit
plans), the Company shall include in such Registration Statement all of the
shares of Common Stock purchased hereunder and all of the shares of Common Stock
issuable upon exercise of the Warrants, all as indicated on the signature page
hereof (the "REGISTRABLE SECURITIES"). The Company shall use its best efforts to
cause the Registration Statement to be declared effective by the Commission as
promptly as possible after the filing thereof and shall use its best efforts to
keep the Registration Statement continuously effective under the Securities Act
until the earlier of: (a) the date when all Registrable Securities covered by
such Registration Statement have been sold publicly; or (b) the date when all
Registrable Securities may be sold pursuant to Rule 144(k) under the Securities
Act. Notwithstanding any other provision of this Article IV, the Company may at
any time, abandon or delay any Registration Statement filed by the Company. In
the event of such abandonment by the Company, the Company shall remain obligated
to register the resale of the Registrable Securities pursuant to this Article IV
until the earlier of: (a) the date when all Registrable Securities have been
sold by the Subscriber; or (b) the date when all Registrable Securities may be
sold pursuant to Rule 144(k) under the Securities Act.
V. MISCELLANEOUS
5.1 NOTICE. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (a) upon
receipt, when delivered personally, (b) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party), or (c) one (1) business day
after deposit with an overnight courier service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such
communications shall be:
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If to the Company:
Science Dynamics Corporation
0000 X. Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Chief Executive Officer
Facsimile: (000) 000-0000
With a copy to (which shall not constitute notice):
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to the Subscriber, to its address and facsimile number set
forth at the end of this Agreement, or to such other address and/or facsimile
number and/or to the attention of such other person as specified by written
notice given to the Company five (5) days prior to the effectiveness of such
change. Written confirmation of receipt (a) given by the recipient of such
notice, consent, waiver or other communication, (b) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission, or (c) provided by an overnight courier service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from an
overnight courier service in accordance with clause (a), (b) or (c) above,
respectively.
5.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement supersedes all
other prior oral or written agreements between the Subscriber, the Company,
their affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor the Subscriber makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement may be amended or waived other than by an instrument in writing
signed by the Company and the Subscriber.
5.3 SEVERABILITY. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
5.4 GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of
New York. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting in the County of New York,
State of New York for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
Each party hereby irrevocably waives any right it may have, and agrees not to
request, a jury trial for the adjudication of any dispute hereunder or in
connection with or arising out of this Agreement or any transaction contemplated
hereby.
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5.5 HEADINGS. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.
5.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the holders of at
least a majority the Units then outstanding, except by merger or consolidation.
The Subscriber shall not assign its rights hereunder without the consent of the
Company, which consent shall not be unreasonably withheld.
5.7 NO THIRD PARTY BENEFICIARIES. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.
5.8 SURVIVAL. The representations and warranties of the
Subscriber and the Company contained in Articles II and III and the agreements
set forth this Article V shall survive closing for a period of two years.
5.9 FURTHER ASSURANCES. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
5.10 NO STRICT CONSTRUCTION. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.
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5.11 LEGAL REPRESENTATION. The Subscriber acknowledges that:
(a) it has read this Agreement and the exhibits hereto; (b) it understands that
the Company has been represented in the preparation, negotiation, and execution
of this Agreement by Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, counsel to the
Company; and (c) it understands the terms and consequences of this Agreement and
is fully aware of its legal and binding effect.
5.12 COUNTERPARTS. This Agreement may be executed in two or
more identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year written below.
______________________________________ Purchase Price:________________________
Name of Subscriber Securities Purchased:
# of Shares of Common Stock:___________
# of Warrant Shares Purchasable:_______
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Signature
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Name (If Subscriber is an entity,
trust or other organization)
(Please Print)
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Title (If Subscriber is an entity,
trust or other organization)
(Please Print)
--------------------------------------
--------------------------------------
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Address of Subscriber
--------------------------------------
Taxpayer Identification Number
of Subscriber
Subscription Accepted:
This ___ day of _______________, 2006
SCIENCE DYNAMICS CORPORATION
By:___________________________________
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
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